WARNING: THAR BE SPOILERS AHEAD FOR “MALEFICENT”, “FROZEN”, AND “OZ THE GREAT AND POWERFUL”. IF YOU DON’T WANT TO BE SPOILED, FORK OUT THE $$ TO WATCH THE FLICKS AND THEN COME BACK!

And so it was that last night, I saw “Maleficent”. In this twist on a classic tale once done up by Disney in animated form, Maleficent is the center of attention. Most tellings of the story of The Sleeping Beauty share the same general elements: a baby girl is born to King Stefan and his Queen; a big party is held to celebrate the baby’s arrival; fairies from across the land are invited to the party and all but ONE bestow gifts of beauty, kindness, etc.; before the final fairy can bestow her gift, she’s rudely interrupted by an evil fairy – Maleficent – who’s terribly offended by the lack of invitation and decides to curse the child to die on her 16th birthday when she pricks her finger on the spindle of a spinning wheel; the final fairy “softens” the curse by instead having her go to sleep until true love’s kiss awakens her; natch, this ALL comes to pass no matter what King Stefan does to prevent it; Prince Philip, who fell in love with the princess when she was incognito turns out to be said true love; AND – key plot point – he slays Maleficent and frees the princess from her sleep by giving her true love’s kiss.

It all sounds so…Disney, right?

Maleficent revealed in adulthood (played by Angelina Jolie)

So, then we have “Maleficent”, where we start out with a backstory of Maleficent as a kind, brave fairy in the Moors, a magical land bordering a wretched kingdom led by a cruel, greedy King. Maleficent saves the life of a young thief, Stefan, whom she befriends and soon falls in love with. In one example of how much he cares, when she tells him that iron burns fairies, the dirt-poor Stefan tosses away an iron ring, probably his sole possession of any value, before it can hurt her again. Over time, their friendship does turn to romance – sealed with a true love’s kiss they share when they’re both teens. As time passes, Maleficent becomes the protector of her magical home, and she turns away the King’s army before it can pillage and plunder. Stefan, now a royal retainer, takes up the King on his offer to become his successor by slaying Maleficent. He goes to the Moors and they spend a magical evening together that ends with – sorry, no polite way to say it – Stefan rufeeing her and stealing her wings instead of her life. Maleficent awakes to find herself violated, horribly in pain and maimed both by the betrayal of her love and the vicious amputation he’d performed. She manages to recover physically, over time, but her emotional scars run deep, as one might expect. Her only trusted ally is the crow, Diaval, she transforms into a man (or other creature), and he becomes both her familiar and her lieutenant.

Diaval (Sam Riley) and Maleficent (Jolie)

When (now) King Stefan and his Queen have a grand party to celebrate the birth of their daughter, Aurora, three simpering, Keystone Kop-like fairies come to bestow their gifts – and the third is interrupted by the arrival of BOSS Maleficent, resplendent in her black “crown” (a pleather skull-and-horns cap) and full of cruel revenge. At this point, she offers her “gift”: the curse of a death sleep that can only be awakened by true love’s kiss. Maleficent curses her in this fashion because her jaded soul now believes there is no such thing as “true love”. King Stefan, completely freaked out by the ex-girlfriend-from-Hell (and totally in denial that HE MAIMED AND BETRAYED HER), becomes obsessed with saving Princess Aurora from her fate. He sends her to live with the trio of witless fairies (a terrific waste of some great actresses), puts all of the kingdom’s spinning wheels in sequestration in the castle dungeons, and violates every iron worker union rule by having them work around the clock to manufacture iron implements of destruction.

Maleficent and Diaval oversee the three fairies’ raising of the child, becoming surrogate parents to Aurora and generally making sure she survives. Over time, the “beastie” (as Maleficent calls her) turns into a lovely – if completely vacuous – young girl, and Maleficent realizes that the ice in her heart from Stefan’s violation has thawed thanks to his daughter. She attempts to undo the curse, but she’s unable to stop it. When she sees that there’s no way to keep Aurora from her fate, she even rushes heroically to her rescue, dragging along a sleeping Prince Philip to serve up true love’s kiss. Philip’s kiss fails to revive anything (except maybe One Direction fans in the audience), but a teary kiss from a regretful Maleficent brings Aurora back to consciousness. Maleficent and Diaval fight their way out of the castle, so Aurora may escape to freedom in the Moors with them, and redemption comes at a heavy price. Aurora finds Maleficent’s wings, which – once freed from imprisonment in a display – rejoin their owner and make Maleficent’s physique finally match the wholeness of her heart. King Stefan, driven mad by obsession, dies in a final battle with Maleficent. Once Stefan dies, the tale can finally have its happy ending: Maleficent can return to her homeland to be a kind protector, Aurora is crowned the good Princess, and Prince Philip makes a sheepish appearance so there can be puppy love stares.

The new storyline puts Maleficent firmly at the center and finally gives us some justification for how she got to be thought of as the evil fairy. You can clearly see that the reason she’s so angry and badass is because she was mutilated by her human boyfriend, who thought he was doing the right thing by sparing her life. Of course, his ruse still involved maiming her, so perhaps he just didn’t understand that his lust for power was evil? This calls to mind the new-fangled origin story of the Wicked Witch – Theodora from “Oz the Great and Powerful” – who, while scheming, was certainly “turned evil” by Oz’s rejection. And Queen Elsa from “Frozen” wasn’t an evil queen, but she is terribly misunderstood; others expect her to control a power she’s never been taught to use or manage, and she is horrified to be treated like a monster after she’s already endured years of solitary confinement.

Queen Elsa (Idina Menzel) in self-imposed exile at her ice palace

In “Maleficent”, as in “Frozen”, the love that saves the younger female is one between family. Princess Aurora mistakenly believes Maleficent to be her fairy godmother, and their bond is far stronger than that between her and her “aunties” (the fairies), although the mistake may be more Maleficent’s. As she protects, guides, and ultimately interacts with Aurora, Maleficent unwittingly becomes fairy godmother to the child, and the completely-off-the-rails King Stefan provides the perfect counterpoint to show just how she’s the righteous one in this fight. Similarly, Princess Anna of “Frozen” can only be saved by “an act of true love”, and while much time and teeth gnashing is spent identifying exactly which boy will save the girl, it’s actually her sister – the familial bond – that thaws her and brings her back from icy statuehood. Boys on the side, indeed.

Not to say that I think this is a plot device that should be used all the time, since eventually it may get played out, but I’m happy to see Disney doing something other than the same old tactic they used for so long: a girl who’s in trouble just needs saving by a man. Now, it seems, someone believes that sisters are doing it for themselves. Beyond giving Maleficent the humanity that (oddly) is missing from the humans in her story, she’s given motivation and earns sympathy. She’s not just some evil creature, she’s a flesh-and-horns person deserving of respect and dignity. Princess Anna, for all her gullibility in believing that Prince Hans was THE ONE, acts solely out of sisterly love – risking her life and that of her companions to save Princess Elsa from herself. As much as Elsa saves Anna, Anna saves Elsa right on back: teaching her the key to controlling her power and giving her hope that they can both be happy.

I like where Disney’s headed lately, giving young girls – and boys – a new paradigm to consider. Instead of girls’ eyes fluttering open from a death sleep at the slightest peck from some wandering prince, girls (and women) are being given motivation and depth, and they’re saving each other instead of waiting for a guy to come along and do it for them. Little girls who dress up as Maleficent will think of her as a villain, and a hero, and they’re right on both counts. She finally has depth of character. By putting these characters on film and giving them wide release, Disney seems to be attempting to undo (or at least soften) the curse of the myth that all girls need a prince to save them. And like Maleficent, while the horse is firmly out of that barn and the curse can’t be revoked, it’s nice to see some stories riding to the rescue that help “flip the script” and give girls a chance to realize that they can have depth of character, strength, courage, and love – with or without that prince.

I’ll admit it: I came into this movie with expectations deeply tempered by all of the CGI-backlash fueled by recent big-budget box office flops. I’ve also seen prequels that couldn’t match up to the movie they were attempting to lead in, after the fact (I’m looking at you, George Lucas). Detractors beware: this movie actually really IS worth seeing. It’s also worth pointing out that, although this film will also be shown in 2D and IMAX, I really enjoyed seeing it in 3D. Sure, some of the 3D usage is a bit gratuitous (c’mon, they spent $200 million on the CGI!), but much of it is just so well done that I found myself marveling at it and really enjoying the added depth it gave to the picture rather than finding it distracting or overwhelming.

The movie opens in a boxed format and black-and-white tone that suggests you’re seeing something limited, something from the past that doesn’t quite meet current supersize, full color expectations. It’s the early 20th century, and dusty Kansas is receiving a visit from a traveling circus that’s home to a young con man named Oscar Diggs (James Franco – “Spiderman”, “Eat, Pray, Love”), who bills himself as Oz – a magnificent wizard extraordinaire whose powers require only that you believe (a constant thread in L. Frank Baum’s original story). As part of the early prequel setup, a sweet visitor from Diggs’ past runs through town, Annie (Michelle Williams – “Dawson’s Creek” and “My Week With Marilyn”), tries to goad him into committing by notifying him that she’s been offered the hand of Frank Gale. Diggs decides to let Annie go to a better future with a better man, but before he can truly finish saying goodbye he finds himself chased out by the circus’ strongman, intent on punishing him for taking advantage of a female member of the troupe. Diggs seeks shelter in a hot air balloon, taking with him only a few key belongings tossed up by his faithful assistant, Frank (Zack Braff – “Scrubs” and “Garden State”).

A tornado soon enters the picture, pulling Diggs seemingly to his doom. It’s here that the 3D effects start to pour in; the twister is far more terrifying than the one in the 1939 “The Wizard of Oz” based on Baum’s tale (which I still find frightening to this day), with projectiles coming at Diggs from nearly every possible angle. His trip finally ends as the twister spits him out the top of the funnel and down he descends into a technicolor world that suddenly expands the picture to fill the entire screen: the land of Oz. The landscapes unfold in blistering bursts of color and sound that are lushly beautiful in a way that down-on-its-luck early century Kansas can’t match. He soon meets Theodora (Mila Kunis – “That 70’s Show” and “Black Swan”) and works his charms on her as she explains that he must be the one who will fulfill the prophecy that looms large over the kingdom: the wizard who comes to Oz bearing the very same name will be the one who frees it from the tyranny of the Wicked Witch. As they begin traveling together, they come across Finley, a small flying monkey of the variant from the “The Wizard of Oz”, voiced by Braff in one of several multi-role turns evocative of the 1939 film.

Diggs and Theodora approach the Emerald City

Theodora brings Diggs to the Emerald City and introduces him to her sister, Evanora (Rachel Weisz – “The Mummy” and “The Bourne Legacy”), the King’s advisor. Evanora wastes little time in trying to drive a wedge between Theodora and Diggs, while she seduces him with the idea of wealth beyond his wildest dreams. All he has to do is go to the Dark Forest and kill the Wicked Witch. Diggs resists, but ultimately his greed wins out and he heads out on his quest. On the way to the Dark Forest, Diggs and Finley find Chinatown and rescue a young China Girl (Joey King – “Ramona and Beezus” and “Crazy, Stupid, Love.”) who joins them on their quest. The witch Diggs has been sent to kill turns out to be none other than Glinda (also played by Williams), the Good Witch of the South.

Diggs and Glinda

At this point, Diggs’ life takes a serious left turn. What he thought was up turns out to be down, and what he believed to be true turns out to be completely otherwise. The various characters sprinkled throughout played by the same actors (such as Braff’s Frank and Finley, or Williams’ Annie and Glinda) serve much the same purpose as those from the 1939 film, providing the same measure of support and guidance in each of the worlds without the protagonist really understanding why. Of course, knowing that Diggs remains in Oz until Dorothy’s arrival, you don’t expect him to wake and find them all standing above him. So, to that end, this movie serves as a point for you to search for the clues – how will they make the origin story?

Diggs and Finley

Much to my enjoyment, several pieces from the original book live on in the movie: Chinatown existed in the book but never made it to the 1939 film, and Glinda is restored to her role as the Good Witch of the South (instead of the North). The Quadlings, who had little billing before, took center stage for the latter third of the film. The silver slippers (turned ruby for the 1939 film to help showcase the advance in color film technology) did not appear, that I was able to discern, but the measure of Diggs’ ingenuity in setting up the mechanisms to allow him to appear omnipotent to his subjects is explored well enough that you get the sense that he really is the savvy con man seen both in the book and the 1939 film.

Evanora and Theodora

So, what does the movie do well? The CGI and 3D are really the stars of the show. Oz is gorgeous, otherworldly and magical, just as you would expect if you’d read Baum’s work. King is lovely as the China Girl and Williams is as sweet and gentle as Billie Burke had been in 1939. Kunis and Weisz give decent performances, although some of the contrivances added to Kunis’ performance in the latter quarter of the film seem a bit forced and unnatural. Still, it all comes together quite nicely. The beauty of “Oz the Great and Powerful” isn’t the attempt to get the Oscar – it’s the aim to tell a part of a story we never really heard before in such a way as to fascinate and excite us. It’s escapism at its height, pulling us so far our of our reality that we fall into another world entirely, just like Diggs.

If the movie suffers from one down side, it’s a bit too much James Franco. He’s one of these incredibly frustrating actors who may have potential but seems to spend a bit too much time not feeling comfortable in his character’s skin. I had a hard time finding myself convinced that he was a slick con-man. It’s only towards the very end of the movie that he seems to be fully in command of Diggs, and perhaps that’s just because it’s only then that Diggs really sees how he himself is able to do what must be done. Still, it leaves too much of the film with Franco putting in a performance that doesn’t match quite as well as those of sweet, earnest King or the amusingly eager Braff. Keep an eye out for a late appearance by Bruce Campbell (“Evil Dead”); he’s a staple of director Sam Raimi (the “Spiderman” trilogy) and one of my favorite easter eggs in any Raimi production.

As for the question of whether this movie is appropriate for young kids, I’d have to say that it’s not really one I’d recommend for those under the age of 8. There are some scary scenes, especially towards the end of the film, and the Wicked Witch’s flying baboons might be enough to send a Kindergartner into a crying jag. Add the extra punch of really well-done 3D (which this really was) and it might be a bit much for the truly younger set.

Having years ago read the presumptive (and completely unrelated) literary prequel, “Wicked” by Gregory Maguire, and having walked out during the intermission of the eponymous musical (which I couldn’t have loathed more if I tried), I can say this is a decent enough take on the prequel concept without the political intrigue built into Maguire’s book. There’s plenty of setup without it all being over-the-top, and you could follow from this right into the 1939 movie without all of the drama and nerdy shouts of “CONTINUITY ERROR!” that occurred when Lucas decided to make prequels for the “Star Wars” trilogy.

Lastly, make sure you’re there for the start of the film. The opening credits take full advantage of the 3D in a way that’s just utterly lovely, and they’re not to be missed.

3-1/2 out of 4 stars

“Oz the Great and Powerful 3D” opens nationwide on March 8, 2013. This movie is rated PG (Parental Guidance Suggested) for sequences of action and scary images, and brief mild language.